SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DEWHIRST JOSEPH R (Last) (First) (Middle) FLEETBOSTON FINANCIAL CORPORATION 100 FEDERAL STREET (Street) BOSTON MA 02110 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FLEETBOSTON FINANCIAL CORP [ FBF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP and Treasurer
	3. Date of Earliest Transaction (Month/Day/Year) 04/01/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2004		D		53,693	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stk Units(2)	(2)	04/01/2004		D			13,334	(2)	(2)	Common Stk	13,334	$0	0	D
Emp Stk Option(3)	$23.1	04/01/2004		D			4,000	10/16/1997	10/15/2006	Common Stk	4,000	(4)	0	D
Emp Stk Option(3)	$32.91	04/01/2004		D			4,800	10/15/1998	10/14/2007	Common Stk	4,800	(4)	0	D
Emp Stk Option(3)	$39.06	04/01/2004		D			7,000	10/21/1999	10/20/2008	Common Stk	7,000	(4)	0	D
Emp Stk Option(3)	$36.66	04/01/2004		D			12,000	12/21/2000	12/20/2009	Common Stk	12,000	(4)	0	D
Emp Stk Option(3)	$34.75	04/01/2004		D			12,000	10/17/2001	10/16/2010	Common Stk	12,000	(4)	0	D
Emp Stk Option(3)	$32.96	04/01/2004		D			13,500	10/16/2002(5)	10/15/2011	Common Stk	13,500	(4)	0	D
Emp Stk Option(3)	$21.25	04/01/2004		D			6,480	10/15/2003(6)	10/14/2012	Common Stk	6,480	(4)	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement between FleetBoston Financial Corporation ("FleetBoston") and Bank of America Corporation ("Bank of America"). Each share was exchanged for .5553 of a share of Bank of America common stock having a market value of $81.47 per share on the effective date of the merger of FleetBoston with Bank of America (the "Merger").

2. These stock units, which were payable 1 to 1 in shares of FleetBoston common stock in annual installments of one third each beginning on February 17, 2005, were assumed by Bank of America in the Merger and replaced by Bank of America stock units. The number of shares subject to each new Bank of America stock unit is equal to the number of shares subject to each FleetBoston stock unit held immediately prior to the effective date of the Merger multiplied by .5553 (rounded to the nearest whole share).

3. Right to buy.

4. These options were assumed by Bank of America in the Merger and replaced by options to purchase Bank of America common stock. The number of shares subject to each new Bank of America option is equal to the number of shares subject to each FleetBoston option held immediately prior to the effective date of the Merger multiplied by .5553 (rounded to the nearest whole share), and the exercise price of each new Bank of America option is equal to the exercise price of each FleetBoston option divided by .5553 (rounded to the nearest whole cent).

5. These options, which provided for vesting in annual installments of one third each beginning on the date shown, became fully exercisable on the effective date of the Merger.

6. These options, which provided for vesting in annual installments of one fourth each beginning on the date shown, became fully exercisable on the effective date of the Merger.

Remarks:

	Martha R. Francis, Attorney-in-Fact for Joseph R. Dewhirst	04/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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